Of Millenium Items and Keyblades
by AmeliaBaggins
Summary: When Serenity,Joey,and Duke fall through a portal while in Noah's virtual reality they meet Sora,Donald,and Goofy.  Along the way the rest of the gang lands in other worlds as well in order to help defeat the Nobodies and Heartless.  BTW please help me...
1. Meeting Sora

**Yet another crazy crossover story that doesn't make sense! Jk**

_(Somewhere in the depths of Noah's mind)_

Serenity watched in horror as Nesbitt faded away taking Tristan's body who knew where. She sank to the floor on her knees, feeling numb barely registering Joey heading for her. "I don't believe it they have his body, and it's my fault." She whispered.

Joey reached her and put his arms around her, "It's okay sis really." He whispered in her ear. Serenity gave a shuddering sigh, then broke "Joey! We won the match why didn't that bring Tristan back?" she sobbed.

"I don't know." Her brother whispered squeezing her one last time and looking up at Yugi who was helping support Duke's weight with Tea's help. "His body may be gone, but his mind must still be tapped here." Yugi muttered.

"I'm glad we're back together you guys." Tea said relief evident in her face and voice. "Now we just need Tristan." Joey said echoing Serenity's thoughts, Serenity and the gang headed outside.

_(Somewhere in Beast's Castle)_

Sora, Donald, and Goofy entered the castle with triepidation, "Hey what is this place?" Sora asked glancing around him curiously. "It's huge!" Donald said while looking around him in awe. "And sorta gloomy don't ya think?" Goofy asked.

"I wonder who lives here?" Sora wondered, almost on cue a loud roar echoed through the building. Causing Donald to squeal in terror, and jump (loosing his hat in the process). Goofy's eyes grew big, and Sora whipped out his keyblade.

"Hey does anybody else recognize that?" Goofy asked after a moment allowing Donald to grab his hat and replace it on his head. The roar sounded again, Sora listened to it intently , then his eyes brightened, "Hey! That's the Beast!" he cried excitedly.

"Yeah" Donald said also remembering and smiling. "Maybe we should check up on him." Goofy said, as soon as he said that a small swarm of heartless crept under him and headed for a door that had been left ajar .

"Look!" Sora cried pointing to the heartless, and with that he chased the heartless into the room followed closely by Donald and Goofy.

_(Somewhere in the depths of Noah's mind)_

Serenity, and her brother Joey had started out walking next to each other, but then they let Duke walk next to them. "So how are we getting Tristan's body back?" Duke asked as they walked in silence.

"I don't know." Joey mumbled , Serenity glanced over at him in surprise Joey always had a plan and if he didn't have a plan then things really were hopeless. She bit her bottom lip, it had been her fault that Tristan had lost his body.

If it hadn't been for her opening the door then Tristan would still be safe. She glanced up and froze, a dark mist had surrounded them while they had been talking and was now completely enshrouding them.

Joey and Duke also froze, "What's goin' on?" Joey asked uneasily looking at the dark fog. Duke looked around, "Where are Yugi and Tea?" he asked aloud. Both Joey and Serenity twisted and looked around for them.

"Ah great, we've been separated again." Joey groaned. "This fog gives me the creeps ." Serenity whispered. That was when the fog bent and twisted into a shape that looked cartoonish, but was black and had yellow eyes.

The darkness seemed to flow around it, "What is that thing?" Joey yelped as the shape grew larger and much more sinister looking. A voice rippled out of the darkness, "_this being is known as a heartless. A heartless is formed when someone loses their heart to darkness. They can only be killed by the Keyblade or a higher ranking monster."_

"Wait, do you mean duel monster's?" he asked, there was no reply. Joey sighed, then inserted his deck into his duel disk. Allowing his duel disk to activate, he drew five cards and eyed them critically. "I summon Celtic Guardian in attack mode!" he said, Celtic Guardian appeared raising his sword.

"Celtic Guardian attack that thing." Serenity and Duke watched as Celtic Guardian charged bellowing. Celtic Guardian brought his flaming sword down on the heartless, causing the heartless to shiver and then burst apart like pieces of confetti.

Joey punched his fist in the air with a triumphant grin on his face, "Take that ya slimeball!" Joey shouted. All of them weren't prepared for the floor to drop underneath them .

_(Somewhere in Beast's Castle) _

"Aw come on enough already." Sora sighed, he had fought wave after wave of heartless and he was tired with a capital T. To say that he and his friends were surprised when Serenity and her friends fell through the ceiling would be an understatement.

A white light blasted above their heads, and three people fell through screaming. Sora was so shocked, he didn't notice that the heartless had disappeared until Donald nudged him. "Where are we?" asked one of the young men out loud.

Sora cleared his throat, causing all three of the people to face him "Hey there, how did you guys get here?" Sora asked, eyeing them all warily they looked harmless but appearances could be deceiving. One of the young men stood up, he had shaggy blond hair and brown eyes, "To be honest we have no idea, one second we were inside a virtual reality and the next we were surrounded by dark fog that somehow landed us here."

He scratched his chin, "In fact for all we know we could still be inside that virtual reality." He muttered. He reached down and pulled a pretty young woman up, she had waist length brown hair and hazel eyes. The next person to stand up was a young man with black hair that was pulled into a ponytail, and a red headband that held his bangs out of his face he had dark green eyes.

The young woman spoke up, "Sorry for not introducing ourselves sooner, my name's Serenity Wheeler. And this is my brother Joey-" she pointed to the blond haired man who waved. "And this is Duke Devlin." She pointed to the other man who nodded.

Sora smiled, "Well my name is Sora, this is Donald and Goofy." Serenity's eyes widened when she saw Donald and Goofy, and Duke raised an eyebrow. Joey on the other hand took it all in stride, "Nice to meet ya'" he said and Serenity and Duke hastily followed his example.

That was when they heard the doors get forced open the wrong way, Serenity, Duke and Joey all stared in shock and horror as a big hairy beast stepped in. Sora on the other hand smiled widely and raised his hand up in greeting. "Just in time." He said happily.

He wasn't prepared for the beast to sweep him out of his way like he was a nothing more than a fly. "Hey." Donald said angrily with and made to step forward but he and Goofy were also pushed to the side.

The beast made his way to a domed glass cover that held a luminescent red rose, crouching he bent and picked it up. His hands caressed it as though he were afraid it would break on him, meanwhile Serenity, Joey and Duke huddled in a corner trying not to be noticed by him.

As suddenly as he had appeared, the beast left as if in a trance Sora watched him go with a worried look on his face. "What was that thing?" Duke asked rather bluntly. Sora sighed, "That was the beast, I met him last year and we helped each other out. I wonder why he's acting so strange?"

Joey rubbed his chin thoughtfully, "Who knows? I'll tell ya one thing though I don't think we're in Kansas anymore."

**OK SO THIS WAS A FANFICTION I HAVE BEEEN SITTING OVER FOR A LONG TIME, I ALSO HAVE A LIST OF CHARACTER'S SO IF YOU WANT ME TO POST IT PLEASE LET ME KNOW. ALSO I HAVE A POLL GOING ON IN MY PROFILE PAGE ABOUT WHICH STORY I SHOULD UPDATE, EXCLUDING THIS ONE.**


	2. Inside Beast's Castle and Noah's world

_(Somewhere in Beast's Castle)_

Serenity, Joey, and Duke followed Sora and his friends out of the room they had been in, and looked around in awe. Serenity spotted a female figure up on the flight of stairs on the East side but when she was about so say something the woman left.

Donald had also noticed, "There was someone up there!" he said to Sora. Sora's eye's narrowed, then widened in recognition, "If the Beast lives here then Belle must be here too." Joey scratched his head, "If you don't mind my asking who's Belle?"

"Belle is the Beast's girlfriend, if anyone would know what's wrong with the Beast she would." Sora replied, than raced up the stairs with the other's close behind him. They had to go up a smaller staircase, than as they headed down the hallway they were ambushed.

"More heartless, c'mon what gives?" Joey asked in fusteration, already activating his duel disk. Sora saw Serenity and Duke follow his example. "I play Neo the Magic Swordsman in attack mode"-Atk/1700 Def-1000.

Serenity looked at her hand for a moment, "I summon Dancing Fairy in attack mode"-Atk/1700 Def-1000. Three dancing fairy's appeared all in a circle with their heads bent forward.

Duke looked at his hand then he placed a card down, "I play White Ninja in attack mode!" Atk/1500 Def/800

"Attack now!" all three of them shouted, meanwhile Sora was attacking guys the old-fashioned way with his Keyblade. Looking over to see how they newcomers were doing his eyes widened when he saw what they had summoned.

Joey's Magic Swordsman obliterated two gargoyle statues with one blow. And Serenity's Dancing Fairy took out one heartless knight, and finally Duke's white Ninja used throwing stars to attack an unsuspecting blitz knight.

Sora would have looked longer but he reminded himself that he had other stuff to do and proceeded to take out the remaining heartless. By the time they were finished, Sora was aching to find out who these people were but he had to find Belle first.

He gestured to the others and they reached a set of large double doors, it was then that they heard someone crying pitifully, "Oh what am I going to do?" Donald positioned himself a few feet from the door and readied himself.

Sora gave him a thumbs up and Donald started to run head long at the door, but before he reached it someone opened it first, causing Donald to fall on the floor. Serenity giggled as Donald sat up and growled, "Hey who opened the door?"

It was then that everyone's attention fell on a pretty young woman with brown hair who laughed in relief, "Oh I'm so happy you're here!" she said and bent to pick up Donald giving him a hug, "Donald!"

Donald started squiriming in protest but Belle for this was she who had opened the door, just held him tighter. Her eyes fell on Sora and Goofy and she smiled again, "Sora, Goofy!" it was then that Donald wailed and Belle taking pity on him set him down much to Donald's relief.

She straightened up again and gasped when she saw Joey, Serenity and Duke. "Oh I'm sorry I don't believe we've been introduced, my name is Belle." She said with a warm smile. Both Duke and Joey grinned until Serenity elbowed them, "My name is Serenity Wheeler, this is my brother Joey and our friend Duke Devlin."

Belle laughed and sighed in relief then looked over at Sora, "It seems you came right when I started to worry, the Beast hasn't been himself lately. He's locked up all the servants and banished me to my room." Sora frowned processing this information, "When did he start acting like this?" he asked

Belle sighed, "Well it all started when this man in a black cape started paying the beast visits, if I remember right his name started with an X. And every time I tried to visit the Beast whenever this man was with him I'd get sent away."

Her eyes filled with worry and she lowered her head in defeat, "I feel so useless, there has to be a way you can save him Sora!" At this Sora nodded, "We'll see what's up, we'll split up Serenity you stay here with Belle. The rest of us are going down to the dungeons to free the servants."

Serenity opened her mouth to protest but Joey cut her off, "Look sis, I'd feel better knowing that you're safe here." Serenity glared and met his eyes with an angry glare, "I can protect myself!" she spat, but Joey just shook his head, "You can protect Belle from getting into trouble, if it comes up."

Serenity rolled her eyes then sagged in defeat, "Fine, just promise me you'll be ok." She whispered. Joey nodded and wrapped his sister in a hug, Duke made as if to follow his example but Joey seized him by the back of his collar and dragged him out the door.

_(Meanwhile back in Noah's virtual reality)_

Tea and Yugi were in the middle of looking for their friends when a threatening black fog started rolling in. "I don't like the looks of this." Tea moaned eyeing the black fog warily. Yugi didn't say anything, but he studied the black fog with interest.

Tea's eyes widened in horror, "Yugi what if this is what happened to the others?" At this Yugi nodded, "You could be right Tea, let's keep an eye out for them." Tea silently agreed and watched in shock as the black fog condensed into a cartoonish looking figure with bright yellow eyes.

Then a voice rippled through the fog, "_This being is known as a heartless, a heartless is formed when someone loses their heart to the darkness. They can only be killed by the Keyblade or by a higher ranking monster."_

"He must mean duel monsters." Yugi whispered thoughtfully, consulting with Yami his other half. "Well, I guess there's only one way to find out." Tea muttered, looking pointedly at Yugi's duel disk.

Yugi activated his duel disk and proceeded to draw five cards, he eyed his hand, "I play Rude Kaiser in attack mode, Rude Kaiser attack the heartless!" Rude Kaiser raised its arm blades and attacked shattering the heartless with ease.

Tea cheered, "Nice one Yugi!" she shouted, it was then that the floor dropped underneath them and they were sent to another world.

**I hope you enjoyed! Sorry it took so long but thank you DraculaX for asking when I was updating this fic, otherwise I probably wouldn't have! Please review!**


	3. Fighting off Heartless and Hollow Bastio

**Here we go!**

They managed to get down the stairs without being ambushed and when they reached the doors that led to the basement they had only been ambushed once. "Is that a wardrobe?" asked Joey gesturing to a wardrobe that stood guard in front of the door.

Sora raised an eyebrow in disbelief, "That's an odd place to put a wardrobe." He muttered. Both Goofy and Donald eyed it warily. "Well here goes nothing." And Sora started pushing against it with Duke and Joey springing to help him.

As soon as it was out of the way Joey, Sora and Duke studied the door in front of them when, "DO YOU MIND?" as one they whirled around to see the wardrobe had assumed a pair of blue eyes and a mouth and was currently in the midst of telling them off.

"The wardrobe's talking." Muttered Joey dumbfounded. Duke had grown pale and Sora blinked in awe at the wardrobe. "Of course I can talk, I'm not some inanimate object. " The wardrobe was clearly pissed. Sora started to notice a few things such as the wardrobe had a female voice and even looked feminine.

"But how can you talk?" asked Duke bluntly. The wardrobe glared at Duke, "First I want to know who you are and how you got in the castle." Sora nodded, "Seems fair enough, my name is Sora, that's Donald, Goofy, Joey and Duke. Belle sent us down here to free the servants."

The wardrobe relaxed considerably, "Well in that case, you may pass." Sora nodded but didn't move for the door. "We had a deal." He stated. The wardrobe blinked in surprise, "Well I suppose I can tell you, Once upon a time there was a selfish prince who had everything he could ever want and yet was unhappy. One night there was a terrible storm and.." she trailed off her audience leaned forward expectantly but the wardrobe shook her head or what passed for it.

"Once you reach the dungeon, you can ask Mrs. Potts to tell you the rest." They all slumped forward in dejection. "Well I guess this means this means we have to go through the door." Joey muttered eyeing the door as if afraid it might develop fangs and attack him. Sora nodded and stepped forward to open it.

(_Somewhere in Hollow Bastion).._

Tea and Yugi both sat up and looked around them in awe, "Where are we?" asked Yugi out loud. There was a loud _slink_ sound and Yugi whirled around to face a man carrying a sword that had to be a few inches shorter than the man's height.

"Who are you?" the man growled. Tea and Yugi exchanged frightened glances, "My name is Yugi and this is my friend Tea, where are we?" Yugi asked nervously. The man studied them warily until a young woman's voice cut through the tension.

"Leon, I hardly doubt they're Nobodies or Heartless so let them go." Both Yugi and Tea turned to see the new speaker. She was tall with black hair that was cut into a pixie style, she had a bandanna wrapped around her head with the ends trailing behind her. But the thing that caught Yugi and Tea's attention was the rather large shuriken in her hand.

"The name's Yuffie and this is my friend Leon. Sorry for being so abrupt earlier but Leon tends to get a little wary around strangers. Then again you guys did fall out of the sky." Yuffie finished with a questioning look.

Yugi and Tea exchanged another glance, "We're not exactly sure how we got here, could you tell us where we are?" asked Tea. Yuffie raised an eyebrow looking more curious then ever but she covered it well, "You're at Hollow Bastion." Tea looked terrified and shot a horrified glance at Yugi, "Right well could you tell us where Domino City is?" asked Yugi hoping that it wasn't as far away as he was already expecting. Yuffie and Leon shot each other confused glances, "Domino City? I've never heard of that." Leon said while Tea got even more panicked then before. "You haven't heard of Domino City!" she wailed .

Yugi put a reassuring hand on her shoulder, "I'm sure it's all right Tea." He said reassuringly though he doubted it. Yuffie tried to smile at them without seeming overly panicked, "Since you guys are new here, Leon and I will show you around." She said and led the way.

_(Back in Beast's Castle).._

When Sora, Donald, Goofy, Joey and Duke entered the little antechamber, they exchanged worried glances. There in front of them were the doors, but the handles had been carved into a strange sort of creature that resembled a type of heartless.

"I got a bad feeling 'bout this." Muttered Joey who was eyeing the doors with slight panic. Duke nodded, "For once I agree with you, only question I have is what kind of heartless is it?" he asked while looking at Sora who was the heartless expert.

Sora shrugged, "I don't know, but I have a feeling we'll find out." After saying that, Donald approached the door and placed his wings on it. As soon as he touched the doors, they sparked and suddenly started glowing.

After the glowing faded down, they noticed the carving on the doors had turned into two heartless, both clutching the handles with one hand. The other hand was used to swipe anything that approached it, Donald let out a squawk and scrambled backward.

"I hate being right." Joey sighed while activating his Duel Disk, Duke followed his example and Sora summoned his keyblade. "Any plans?" asked Duke who was drawing cards from his deck, Sora was about to answer when a loud noise filled the room and hook bats and gargoyle warriors appeared.

"Take care of the smaller heartless and Donald Goofy and I will take care of the guardian." Sora said while swinging his keyblade. Joey nodded and drew from his deck, "Time to take these guys down a peg or two." He growled.

"I summon, Swordsman of Landstar atk/500 def/1200 in defense mode and Familiar Knight atk/1200 def/1400 in attack mode, Familiar Knight take those gargoyle warriors out!" Joey shouted, Duke studied his cards, "I play Armed Ninja atk/300 def/300 and also use my Strike Slash to raise the attack of my Armed Ninja by 700 points so that its attack becomes 1000! Armed Ninja attack those hook bats!"

While this was going on, Sora Donald and Goofy attacked the Gate Guardian until it expelled something dark and shadowy that Sora chased after and continued hacking away at with his keyblade. Eventually it returned to the door and fused back to the heartless guardians which had frozen when it been forced out.

This happened once more and then the true heartless was destroyed, along with the gargoyle warriors and hook bats. The carved Gate Guardian also faded away until the true door was revealed, "You think the dungeon's past this door?" asked Donald while scratching his head.

"I don't know 'bout you guys, but we should set those servants free." Joey said, putting his cards back n his deck. "I agree with Joey, we need to rescue them." Sora said and Duke shrugged. This time they were able to go inside without being attacked.

When they entered the dungeon, they looked around and Sora almost looked disappointed, "There nobody here." He said in shock, and Joey studied some pieces of furniture that had been placed on chairs. "You mean there's nobody to rescue?" asked Donald sounding stupefied. Sora sighed and slumped, "Did someone say "rescue"?" asked a rather suave sounding French voice.

Another voice was heard this time it sounded like a rather stuffy person, "Keep quiet. It might be them!" And yet another voice was heard, this time it sounded like someone's maiden aunt "Oh they look like nice boys to me." "We are nice, we're your friends" Goofy chimed in and facing the chairs with them. "Yeah, Belle sent us to find you." Sora said, almost as if on cue a little mantle clock, a candelabra, and a teapot and a teacup hopped off the chairs. "Woah." Muttered Sora staring in fascination as they came closer. As If on cue, Sora, Joey and Duke knelt down so they could better study them, "Hi, I'm Sora, Donald, Goofy, Joey and Duke."

Donald couldn't contain his excitement for long and burst forward to seize the mantle clock. "D-don't touch! I- I am self-winding sir!" the little mantle clock said in annoyance as Donald proceeded to look it over. By the tone of his voice they were able to deduce that this was the stuffy voice.

Donald started to shake the mantle clock with even more enthusiasm and Goofy who was next to him chuckled as did Duke. "I'm glad you're ok." Said Sora as he spoke to the candelabra. In response the candelabra hopped back up to his chair and faced them, "It is we who are overjoyed to see you." It said whilst waving its candle tipped arms.

"So did somebody put a spell on you guys too?" asked Joey who was staring at the candelabra with a difficult to read expression. The mantle clock was still being examined by Donald yelped, "Aah, yes you've heard! It was the enchantress!" he said.

The candelabra crossed its arms and sighed, "It seems so long ago.." it said. Sora who had carried the teapot and the teacup back to their spot on a crate, listened as the teapot spoke. "It was a cold winters night…An old beggar woman came to the castle, and asked for shelter." At this point the mantle clock spoke up, "But the master of this castle, that is of course the Prince…" he trailed off as Donald opened up his case to play with the metronome. "Stop that! Put me down this instant!" he yelled.

Donald very gently carried it back to its chair, "_Thank_ you." The clock said and cleared it's throat. "The master turned her away. All because of her, ahem, meager appereance." Joey rolled his eyes, "What a creep." He snapped, Duke raised his eyebrow, "Sounds like he could give Kaiba a run for his money." He said "Oui. He was a spoiled prince, so selfish…and how shall I say…cruel." This came from the candelabra.

"Lumiere!" snapped the mantle clock, the teapot hastened to take up the story before they could start fighting. "The old woman warned our master not to be deceived by appearences …Still he would not take her in."

The mantle clock continued, "Then the old woman's ugliness melted away to reveal a beautiful enchantress." Here the teapot took up the story, "She turned the prince into a beast, a shape she thought fitting for his cold heart." The mantle clock continued, "And to further punish him, everyone in the castle was enchanted too."

Sora crossed his hands behind his head, "Wow, that's quite a story." He said. "Is there anything we can do to help?" surprisingly Duke asked this question. "Let's get that Enchantress!" shouted Joey as he held up his duel disk. "Oh no, dear." Said the teacup gently, Duke smirked.

"We already know what needs to be done, but with the master out of sorts…" the candelabra trailed off. Sora nodded, "He sure is acting weird." The teacup frowned, "It's almost as if he's forgotten how to trust others." The mantle clock looked worried, "You don't suppose he's been turned into a Heartless do you?" it asked

"Heartless!" shouted Sora, Donald and Goofy, "If they're a part of this, then it's a good thing we're here." Sora said defiantly. Donald who looked all too eager faced Sora, "Let's find the Beast!" he shouted.

**Whew I'm beat, sorry for the wait! Please enjoy and don't forget to review!**


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